0000894189-06-001033 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 28th, 2006 • Aip Alternative Strategies Funds • New York

THIS AGREEMENT is made and entered into as of this 27th day of September, 2004, as amended April 28, 2006 by and between Alternative Investment Partners, LLC, a Delaware limited liability company (the “Adviser”) and AIP Alternative Strategies Funds, a Delaware statutory trust (the “Trust”), regarding each series of the Trust (the “Funds”).

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PORTFOLIO RESEARCH CONSULTANT AGREEMENT
Portfolio Research Consultant Agreement • April 28th, 2006 • Aip Alternative Strategies Funds • New York

THIS AGREEMENT is made and entered into as of this 27th day of September, 2004, as amended April 28, 2006, by and between Alternative Investment Partners, LLC, a Delaware limited liability company (the “Adviser”), AlP Alternative Strategies Funds, a Delaware statutory trust (the “Trust”) and Trust Advisors LLC, a Delaware limited liability company (the “PRC”) regarding each series of the Trust (the “Funds”).

AMENDMENT NO. 2 TO CUSTODY AGREEMENT
Custody Agreement • April 28th, 2006 • Aip Alternative Strategies Funds • New York

This Amendment No. 2 to the Custody Agreement, dated as of July 31, 2002, and as amended by Amendment No. 1 thereto, dated as of June 16, 2003 (as so amended, the “Custody Agreement”), between AIP Alternative Strategies Fund (“AIP”) and Custodial Trust Company (“CTC”) is made as of this ___th day of April, 2006.

OPERATING SERVICES AGREEMENT
Operating Services Agreement • April 28th, 2006 • Aip Alternative Strategies Funds • New York

THIS AGREEMENT is made and entered into as of this 20th day of September, 2002, as amended April 28, 2006, by and between Alternative Investment Partners, LLC, a Delaware limited liability company (the “Adviser”) and AIP Alternative Strategies Funds, a Delaware statutory trust (the “Trust”), regarding each series of the Trust (the “Funds”).

AIP ALTERNATIVE STRATEGIES FUNDS AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 28th, 2006 • Aip Alternative Strategies Funds

THIS AMENDMENT dated as of the 28th day of April, 2006, to the Transfer Agent Servicing Agreement, dated as of September 6, 2002 (the "Agreement"), is entered by and among Alternative Investment Partners, LLC, a Delaware limited liability company (the “Adviser”), AIP Alternative Strategies Funds, a Delaware business trust (the "Trust") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

AIP ALTERNATIVE STRATEGIES FUNDS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 28th, 2006 • Aip Alternative Strategies Funds • Wisconsin

THIS AGREEMENT is made and entered into this 28th day of April, 2006, by and among ALTERNATIVE INVESTMENT PARTNERS, LLC, a Delaware limited company (the “Adviser”), AIP ALTERNATIVE STRATEGIES FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

AIP ALTERNATIVE STRATEGIES FUNDS FUND ADMINISTRATION SERVICING AGREEMENT
Strategies Funds Fund Administration Servicing Agreement • April 28th, 2006 • Aip Alternative Strategies Funds • Wisconsin

THIS AGREEMENT is made and entered into as of this 28th day of April, 2006, by and among ALTERNATIVE INVESTMENT PARTNERS, LLC, a Delaware limited liability company (the “Adviser”), AIP ALTERNATIVE STRATEGIES FUNDS, a Delaware business trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

AMENDMENT NO. 1 TO LOAN AND PLEDGE AGREEMENT
Loan and Pledge Agreement • April 28th, 2006 • Aip Alternative Strategies Funds • New York

This Amendment No. 1 to the Loan and Pledge Agreement, dated as of September 30, 2002 (the “Loan Agreement”), between AIP Alternative Strategies Fund (“AIP”) and Custodial Trust Company (“CTC”) is made as of this ___th day of April, 2006.

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